13D Filing: Farallon Partners L L C/ca and Playa Hotels & Resorts N.v.

(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon

SPV is incorporated herein by reference for each such Farallon SPV. The percentage

amount set forth in Row 13 for all cover pages filed herewith is calculated based upon

103,464,186 Ordinary Shares outstanding immediately following the completion of the

Business Combination, as reported by the Company in its Current Report on Form 8-K

filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2017 (the

“Company 8-K”), and assumes the exercise by the Farallon SPVs of (i) all Company

Founder Warrants currently held by them for a total of 1,460,835 Ordinary Shares and (ii)

all Company Earnout Warrants currently held by them for a total of 597,615 Ordinary

Shares.

(c) Information regarding all transactions in the Ordinary Shares and Company Warrants by

the Farallon SPVs in the past 60 days is set forth on Schedules A and B hereto, which are

incorporated herein by reference. All such securities were acquired on the Closing Date

pursuant to the Playa Merger, in consideration for ordinary shares of Playa held by the

relevant Farallon SPV immediately prior to the Playa Merger.

(d) The Farallon General Partner has the power to direct the receipt of dividends relating to,

or the disposition of the proceeds of the sale of, the Ordinary Shares held by the Farallon

SPVs and acquirable by the Farallon SPVs upon the exercise of Company Warrants as

reported herein. The Farallon Individual Reporting Persons are managing members of

the Farallon General Partner.

(e) Not applicable.

The Farallon General Partner

(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for the Farallon General Partner is incorporated herein by reference.

(c) None.

(d) The Farallon General Partner has the power to direct the receipt of dividends relating to,

or the disposition of the proceeds of the sale of, the Ordinary Shares held by the Farallon

Page 20 of 31 – SEC Filing